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WOLF BLITZER, CNN HOST: Welcome to this special midnight edition of LARRY KING LIVE. I'm Wolf Blitzer, sitting in for Larry.

A big night, breaking news right now. The polls in California closed about an hour ago, but we're watching a key race. AP, The Associated Press has just predict -- projected that Meg Whitman will win the Republican gubernatorial nomination, you see there with 64 percent of the vote, 24 percent coming in, at least right now for Steve Poizner. But Meg Whitman, according to the AP, will win.

Let's go to Los Angeles right now. Jessica Yellin is standing by. Jessica, this is not a surprise, but it -- it's impressive that they -- The Associated Press could announce this, could project this win this quickly.

JESSICA YELLIN, CNN NATIONAL POLITICAL CORRESPONDENT: That's right, because it's such a substantial margin she's won by, Wolf. She invested an enormous amount of money in this race and has been on television almost nonstop for months. There -- it would be hard for us to find anyone in the state who didn't know who Meg Whitman is.

She's promising to shake up the state, which is nearly bankrupt, using her business skills. She mastered as CEO of eBay and bring them to a state capitol that's frankly an absolute mess.

But she's going to have a tough fight ahead. She's facing Jerry Brown, one of the best known politicians in the country and certainly in California. He was governor here twice. Still very popular, and polls show him beating Meg Whitman at this point, even though he's barely been on television. So it'll be a tough race ahead.

Wolf, he's probably one of the only candidates, Jerry Brown, who's running this cycle, and citing his years, his old age and his years in government as attributes. He says being a career politician in this state is a plus, Wolf.

BLITZER: And the ex-eBay CEO Meg Whitman, will be the Republican gubernatorial nominee in the State of California.

Just tell our viewers, Jessica, how much money, her own money, she's already spent and how much is she prepared to spend, and -- just to give some perspective, she's worth more than $1 billion.

YELLIN: That is right, and she has spent $71 -- seven-one -- million of her own fortune on the primary so far. That shattered records. She has said that she'd spend up to $150 million of her own dollars on the general election, but it wouldn't be surprising if you saw that rise.

This is one of those states in which you have to be on air with television ads in order to break through to voters, and there are 12 very expensive TV markets. She's got the cash to be on them nonstop starting tomorrow, Wolf.

BLITZER: Standby for a moment.

Meg Whitman will face Jerry Brown in November for her to become the next governor of California, succeeding Arnold Schwarzenegger.

In Arkansas, another major contest. Senator Blanche Lincoln, the incumbent Democrat, she held off a challenge that threatened to end her political career. Dana Bash is in Little Rock for us.

Dana, listen to what Blanche Lincoln said just a little while ago.

(BEGIN VIDEO CLIP)

SEN. BLANCHE LINCOLN (D), ARKANSAS: I have heard your message, and let me tell you, I cannot feel any stronger than I feel today, as a daughter of the delta and Arkansas, to know that your message is loud and clear, that Washington -- Washington needs to work for us -- for us in Arkansas.

(END VIDEO CLIP)

BLITZER: She beat Bill Halter, the lieutenant governor who was challenging her for the Democratic nomination. She'll face Republican Congressman John Boozman in November.

A lot of people are probably going to conclude that Bill Clinton, the former Arkansan -- who's the president of the United States. He went down there and campaigned aggressively for her. He clearly helped her.

DANA BASH, CNN SENIOR CONGRESSIONAL CORRESPONDENT: Well, there's no question that is what Blanche Lincoln's top aides and supporters are saying. He definitely did help here, and they're saying, in many ways, it is a win for him as it is a win for her here. And -- and you can related to this because you covered Bill Clinton. We're already hearing that he -- he called Blanche Lincoln and congratulated her, and he called her the new comeback kid.

And you know, look, that is what's going on here. Blanche Lincoln tonight has beat back the whole concept of being another statistic in this narrative, this election year, and that statistic being an incumbent who succumbs to anti-Washington anger. She has not done that with this primary race.

However, she still has a big, big battle ahead, perhaps even bigger a battle ahead, to keep this seat in her own hands and keep it away from her Republican challenger. That is sitting Republican Congressman John Boozman, as you mentioned, and they're saying over in their camp that, you know, in many ways they're happy that they have Blanche Lincoln as their opponent because she has a record. She has a record that they feel that they can run against in a successful way.

BLITZER: Tell us a little bit about this Republican congressman who's going to face Blanche Lincoln for the Senate contest in November. We don't know -- I don't know much about him, but I -- I suppose you've learned a lot about him over the last several weeks.

BASH: That's right. I'll tell you, what -- what's most interesting about him is that he actually is relatively low key. I cover Congress, and he is not somebody, as you know, who makes a big splash there, and I think that that can help him in this anti- Washington era that he can convince people here in Arkansas that that's the case.

However, there's a big problem for him with regard to what some of the pluses that Republicans out there are having against Democrats, and that is that he voted for the Wall Street bailout. That is something that -- that is not going to help him with regard to running against Blanche Lincoln because that has been a big push against her in this primary race, that they -- they called her even Bailout Blanche.

But one of the thing I want to point out, Wolf, and this is very important, and that is that tonight's loss wasn't just a loss for the Lieutenant Governor Bill Halter. In many ways, it is a loss for big labor unions because they made clear that they were coming in here with full force, and we're talking $10 million -- $10 million to make an example out of her as a moderate Democrat, to say look, all you Democrats out there who think you're going to cross us, don't do it because we will topple you. They didn't do that here and they tried very, very hard.

BLITZER: They spent a lot of money. Tell us why they didn't like Blanche Lincoln, big labor.

BASH: Several reasons, first and foremost, the health care bill. She was one of those Democrats who was very much against a public option for health care and she was one of the reasons why there is no public option in the health care bill because she said I'm not going to go for it and they needed her vote. That is a major reason. That was a big, big priority for unions.

Also, she has voted for lots of free trade deals. That is a big no-no, as you know, for union members. And also she first supported but then opposed a key measure in the Senate to allow -- effectively make it easier for labor unions to organize. That was really what pushed them over the edge. They said we're not going to deal with this anymore. So they wanted to come down and, again, teach her a lesson, and that's what many of these union sources that I talked to have said.

But it also speaks to, again, to a broader national theme, which is that you have a lot of Democratic constituencies -- labor was one, MoveOn.org another, and liberal groups were others, who are not satisfied with their own Democratic majority and how they're handling governing Washington. And so you're seeing a lot of backlash against that, particularly against people like Blanche Lincoln who is a moderate, probably one of the most conservative Democrats in the Senate.

BLITZER: Let me go back to Los Angeles. Jessica Yellen is standing by. The other big contest we're watching in California, the Republican nomination for the Senate to face Barbara Boxer in November. Carly Fiorina, the ex-Hewlett-Packard CEO; Chuck DeVore, the state assemblyman; Tom Campbell, the ex-U.S. congressman.

Right now, you can see 58 percent for Carly Fiorina. Only six percent of the vote has been counted, but she's expected to win, Jessica, and she's got a lot of money as well.

YELLIN: She has a lot of money of her own. She also has the backing, Wolf, of Sarah Palin, which has really given her an edge in this race with the conservatives in the Republican primary.

Carly Fiorina has run the kind of campaign that's been typical in these primary season, where she has really run to the right to really appeal to the base and has taken a lot of positions that generally are considered troublesome or difficult for a candidate in a general election, because California tends to favor moderate candidates. But she is very -- her campaign is very confident. They are gunning aggressively for Barbara Boxer. They feel confident that they can defeat her this year.

Barbara Boxer has been in office for 18 years and is a prime target for Republicans this year. Her numbers in the state are not very strong, Barbara Boxer, but the state does like President Obama and Boxer has tons of support from the president.

So it's going to be a fierce battle. Carly Fiorina has already launched an ad, even before today's campaign, attacking Barbara Boxer, and some of the key issues are not just the economy in the state, but even national security concerns.

So it's -- they've nationalized the election here between the two of them, and it is going to be also two very strong fierce women going after each other in this state. It is really the year of the woman here in California.

BLITZER: Yes, look at that, in Arkansas as well, Blanche Lincoln. A lot of women are winning.

We're going to be continuing to discuss this point here on this special LARRY KING LIVE, Carly Fiorina expected to win the Republican nomination for the U.S. Senate to face Barbara Boxer.

We'll see if she -- now she had positioned herself running to the right, but in a general election, we'll see if she starts positioning herself to run back towards the center right now in order to try to beat Barbara Boxer.

All right, we're just getting started. A lot more contests. Numbers are coming in right now. This special LARRY KING LIVE will continue right after this.

(COMMERCIAL BREAK) BLITZER: The Associated Press has just projected that Carly Fiorina, the ex-Hewlett-Packard CEO, has won the Republican senatorial nomination in California, beating former U.S. Congressman Tom Campbell and state assemblyman Chuck DeVore.

About 10 percent of the vote has already been counted. She's got 54 percent, way ahead of Campbell and DeVore but enough for AP to say she will face Barbara Boxer in November, the Democratic Senate -- senator, the incumbent.

Let's go back to Los Angeles. Jessica Yellin, not a huge surprise, as you've been pointing out, at least in California and a few other states, the year of the woman.

YELLIN: The year of the woman. Carly Fiorina has -- was the -- the first CEO of one of these major Fortune 500 corporations who's a woman and now trying to unseat Barbara Boxer. She ran Hewlett-Packard.

She has the support, as we said, of Sarah Palin. She's also taken a lot of positions that are atypical for winning candidates in the State of California. She identifies herself as anti-abortion rights -- squarely anti-abortion right, is a strong backer of gun -- gun rights, and has said that, for example, people on the no-fly list should be allowed to get guns.

She is a fierce supporter of tougher immigration laws, which is going to be a flash point issue coming up. And, of course, the big mantra is lower spending, especially in a state that has an almost $19 billion budget hole.

Wolf, starting tomorrow, what you're going to hear her saying over and over is that Barbara Boxer is too liberal -- the "L" word is back -- liberal for California. Barbara Boxer is going to say that Carly Fiorina actually did not do a good job when she was at Hewlett- Packard. She outsourced tens of thousands of jobs or laid people off. And Barbara Boxer is going to say she doesn't -- Carly Fiorina is not the kind of business person we want in the U.S. Senate because she doesn't have the people's interest at heart.

It's already become quite a mean campaign between the two of them, Wolf.

BLITZER: Yes. We'll see how mean it gets between now and November.

Jessica Yellin is covering this for us. Jessica, thanks very much.

We've got an outstanding panel ready to assess what is going on, not only in California and Arkansas, but in Nevada and South Carolina, other important races as well. Joining us right now, Stephanie Miller. She's a radio talk show host, "The Stephanie Miller Show". She's joining us from New York.

Cheri Jacobus is a Republican strategist. She's here in Washington. Marc Lamont Hill is a professor at Columbia University, a contributor to TheRoot.com.

And Dana Loesch -- no relation to Dana Bash -- Dana Loesch, a conservative radio talk show host, "The Dana Show", co-founder of the St. Louis Tea Party as well.

Guys, thanks very much to all of you. And, quickly, let's get some analysis, an assessment from each of you on California, the Senate race, AP reporting Carly Fiorina will face Barbara Boxer in November. Stephanie Miller, first to you, what do you think?

STEPHANIE MILLER, PROGRESSIVE TALK RADIO HOST: Well, you know, Wolf, I only hope she can do for California what she did for Hewlett- Packard. I think that Barbara Boxer has a really strong case there. She ran Hewlett-Packard into the ground, got fired, she left with a huge parachute, golden parachute, and, as you say, outsourced a lot of jobs.

I just don't -- I don't see what -- how that qualifies her to be in the Senate, and I think Senator Boxer is one of the finest senators we have. I think she takes it in a walk.

BLITZER: All right. Cheri Jacobus, what do you think of that analysis?

CHERI JACOBUS, REPUBLICAN STRATEGIST: You know, I don't think that's what California voters are going to really be looking at. They're not going to going through an assessment of somebody else's opinions, talking about the job that Carly Fiorina did at Hewlett- Packard.

I think what they're going to be looking for is the real contrast between these two women, and what Barbara Boxer has done and not done. I mean, you say -- you hear people say, well, she's really tough. Well, she may be very outspoken, but in terms of what she's doing to bring jobs to California, you know, it's -- it's really not there. So I think now that this primary is over and done with, that Carly Fiorina is the nominee and I think we all pretty much knew she would be, now the fun can begin. Now this turns into a real fight.

If you thought it was -- if you thought she was tough before, just wait. You haven't seen anything yet. Unleash her.

BLITZER: Well, Barbara Boxer is pretty tough, too, as we all know. We have covered here.

Marc Lamont Hill, it's going to be a pretty competitive race, by all accounts. California is going to require these candidates to spend a ton of money. Carly Fiorina has a lot of money.

MARC LAMONT HILL, PROFESSOR, COLUMBIA UNIVERSITY: Oh, she's the bottomless pit of money, and let's not be fooled here. Barbara Boxer knew that she was a threat. I mean, before the primaries were over, Barbara Boxer was already launching attacks and -- and challenging Fiorina because she knew how formidable is. I do think that her record as a Hewlett-Packard executive is going to be critical here because she's appealing to her experience as an executive to says that, look, I can run this state in the right direction. I can save California. And so the fact that 30,000 jobs were lost to outsourcing, the fact that she's -- that she was fired in a kind uproar, will -- will come -- will come into play here.

But, at the end of the day, I think what's going to help Barbara Boxer is the fact that Barack Obama is still popular in California. If this were New Jersey, if this were Pennsylvania, it would be a whole different story, but people like Barack Obama in California, and I think his support of Barbara Boxer will actually lead to her winning in November.

BLITZER: Dana Loesch, is the Tea Party -- the Movement going to really get involved in this Senate race in California?

DANA LOESCH, CONSERVATIVE TALK RADIO HOST: If they're smart, they will. I know a lot of people are going to be really upset, and they are really upset, that Chuck DeVore lost, but the -- the most sensible approach I see is the primaries are when you -- when you fight it all out, but afterwards, when you get up to the generals and we get up to this fall, I think that it would be very, very smart of the grassroots movement to galvanize and get behind Fiorina because that's the candidate you end up with.

And sometimes the strategy, it -- it would be great if you could pick the most conservative candidate for every race and run with that person, but a lot of times, because of the political climate that we are in, you have to pick the most conservative candidate who can win, and I believe that that's Fiorina.

And so, I hope that the Tea Party Movement recognizes that and gets behind her, because it's going to be a battle and it's going to take a lot of grassroots muscle to -- to get her across the finish line as well because this is a very, very blue state and she's a very, very red candidate. So it's going to be very interesting.

BLITZER: Oh, we're going to watch it closely.

We have a lot more races to assess, including in South Carolina, Nikki Haley, she gets the most votes but not enough to avoid a runoff unless the number two Republican, Gresham Barrett, decides to drop out.

We'll assess that, more from California, Nevada, a lot of politics, a lot of election results coming in right now.

(COMMERCIAL BREAK)

BLITZER: All right. Let's take a look at some of the races that we've been watching very closely, updating you now first in Arkansas.

In Arkansas, Blanche Lincoln comes from behind. The polls showed she was in trouble, but guess what? The incumbent Democrat has managed to win the Arkansas Primary. She will -- she beats Bill Halter, the Lieutenant Governor. She'll face Republican Congressman John Boozman in November.

In California, the gubernatorial contest, Meg Whitman is the winner. The former eBay CEO will face Jerry Brown. She beats Steve Poizner, the State Insurance commissioner, and six other candidates.

Cheri Jacobus, you're a Republican strategist, this Meg Whitman - Jerry Brown race, it's going to be intense. He's a fierce fighter. He's a former governor. He's been on almost everything else in California too over these years, and he's going to -- he knows how to fight.

JACOBUS: Well, you know, this is going to be really an interesting one to watch, because you can't find any two candidates as different from one another as these two people are.

He might have a hard time running against her. Look, she's very successful and she's very smart and he doesn't have anything new to offer except that, hey, you guys have always liked me. You still like me now, right?

So it might be a little bit hard -- a hard sell for the California folks out there to want to have a retread.

BLITZER: Yes.

Stephanie -- Stephanie Miller, this is a case of a billionaire, successful businesswoman, Meg Whitman, against Jerry Brown, who's not a billionaire by any means. But it's -- it's going to be a fascinating contest, especially if she decides to spend tens of millions of dollars of her own money.

You know, I know -- I have a lot of friends in California that I think they just -- it was like the relentless barrage of ads. I think she just beat them into submission. But, you know, we'll see how much money has to do with it.

I mean, as you know, here in New York, Michael Bloomberg spent a ton of his own money and -- and nearly lost. So we'll -- it remains to be seen how that will play out in California.

BLITZER: Is it a case, Dana Loesch, of a career politician who -- that Jerry Brown is a career politician, as we all know, against someone who's never really been in politics. She's always been in business. But now she's come in with a clear determination to get elected, if she can, as the next governor.

LOESCH: And that works in her favor I think too, because there was a recent Gallup Poll which suggests that the majority of voters actually don't want incumbents. They're out for blood. They don't want incumbents. They don't want establishment candidate. They want people who are fresh, people from -- that don't have a ton of -- they're not tainted by a lot of congressional experience.

And Meg Whitman, I look at her as one of those people. She's been very, very successful in the private sector. She's been -- she had the executive experience in business. And so I think that is going to work very, very well for her.

BLITZER: You know, the most popular Democrats, Marc Lamont Hill, are going to go out to California and they're going to campaign aggressively for Jerry Brown. When I say the most popular Democrats, I mean, of course, the current President of the United States, Barack Obama, the former President Bill Clinton, they'll all be there. They'll do whatever they can to help this Democratic candidate.

LAMONT HILL: Absolutely. And I think it may win. When we saw that Bill Clinton is still incredibly popular in Arkansas, he -- he was a game changer. He'll be a game changer in California as well, as will Barack Obama. Again, not in every state, but certainly in California.

The other thing here is that Jerry Brown is not an incumbent. He is somebody who sort of precedes the last era of Democratic leadership. So he's -- he will hearken back to the days of, you know, trustworthy Democratic leadership. That's the argument he's going to make.

Much of the money that Whitman is going to spend, and she will spend about $80 million on the next election, much of that money will be spent to get some of the name recognition that Jerry Brown already has.

So this is going to be a dog fight. This is going to be very, very tough.

But I think if the -- if jobs continue to emerge around the nation, and the right Democratic leadership emerges, particularly Bill Clinton and Barack Obama, I think Jerry Brown can pull this out.

BLITZER: All right. Guys, I want to take another quick break. But we have a lot more to dissect.

Blance Lincoln -- she came from behind. She gets the Democratic nomination in Arkansas. There's a fascinating race in South Carolina, the Republican Gubernatorial contest. We're getting new numbers coming in from Nevada right now.

A lot of politics, a lot of election results coming up on this Special LARRY KING LIVE.

(COMMERCIAL BREAK)

BLITZER: Welcome to this special "LARRY KING LIVE." I'm Wolf Blitzer, sitting in for Larry. A big night in politics, a very big night. We've been focusing in on what happened in California -- dramatic contest out there.

Arkansas, Blanche Lincoln was written off by a lot of so-called experts, but guess what? She has captured the democratic nomination. The incumbent has beaten Bill Halter.

She'll face the republican John Boosman coming up in November. Let's talk about this with Mark Lamont Hill. What do you think? Was it strictly her determined campaign or the fact that Bill Clinton came in there, the former governor of Arkansas, former President, the Arkansan and he really got involved in helping her?

MARK LAMONG HILL, CONTRIBUTOR, THEROOT.COM: Well, I think there were two things. First, you can not overstate the impact that Bill Clinton had. His presence over the last few weeks has made all the difference in the world. She has gone from somebody who was going to probably lost by 30 or 40,000 votes to someone who pulled ahead.

But the other issue here is that the attack on Blanche Lincoln didn't come from the right, it came from the left. People were saying that she wasn't progressive enough; that she didn't endorse the public option, that she wasn't sufficiently pro-union.

And I think that moderate voters felt that she had a better -- a more moderate platform for the primary, and that she had a better chance of holding on to the seat in November than someone who was even further to the left of her. So I think it made sense on both ends.

BLITZER: A lot of people, Stephanie Miller, think the republican has the advantage in this current political environment in Arkansas, but she proved a lot of those experts wrong this time. Go ahead and give us your assessment how this race will shape up.

STEPHANIE MILLER, TALK RADIO HOST: Well, I think that is the big headline. The big dog still hunts in Arkansas, for sure. Bill Clinton, obviously a huge factor. You know, but I also think, Wolf, you know, we get a story line going in the media and it's like all the incumbents are going to be out.

I think every race, Wolf, is going to be state by state, race by race, and I think, you know, Arkansas clearly a conservative state. As a progressive, absolutely. I wasn't happy about a public option.

I do I think that there was a danger that the progressive base will not be as active as they could be. So I think that she has a tough race ahead of her in Arkansas, but it certainly make sense to me.

CHERI JACOBUS, REPUBLICAN STRATEGIST: Well, first of all, I think it's really interesting that Lincoln referred to the unions as a special interest, so I don't think she's going to be winning a lot of friends on the left heading in that direction. She did that in her speech this evening. That's who the special interests were that came in and just couldn't defeat her, like she was talking about. BLITZER: Because the labor unions spent a lot of money trying to beat her.

JACOBUS: They wanted to make the example out of her. But this is a Bill Clinton win, and she's coming out of this -- I mean everybody is saying oh, isn't this great? She beat the odds.

But she's coming out of this bruised and bloodied. She's going to have a very, very difficult time in the general election and Bill Clinton might not be able to help her as much in the general as she did in this primary.

BLITZER: Who's going to be more effective between now and November in Arkansas, Dana Loesch. You've got your pulse on the Tea Party specifically. The Tea Party movement, and I suppose they will support the republican candidate in Arkansas. Or Bill Clinton?

DANA LOESCH, TALK RADIO HOST: Oh, goodness. That's a really good question because just when you think the Clintons are down and out, they prove you wrong, at least in Arkansas anyway. Grassroots is going to be huge.

But one of the things I think is the most important to note about this is Blanche Lincoln, she's a moderate and I think ultimately that's what saved her because more and more moderates, more and more independents, they are wanting someone that isn't necessarily a rubber stamp for this administration.

And Blanche Lincoln has proved that. Even though she's a democrat, she's a moderate. And there's a lot of independents out there are going to give her a second look. So you have the grassroots movement that's going to give her a different game in Arkansas for coming up in the fall for the Tea Party.

So that's going to be something that they're going to need to tread a little bit more carefully around, making sure that -- they're going to have to advertise the republican candidate, their candidate as being more limited government and try to out-moderate Blanche Lincoln.

BLITZER: So far, women are winning all over the country, Cheri. Carly Fiorina she wins in California, Meg Whitman, she wins in California. Blanche Lincoln, she wins in Arkansas. In South Carolina, by all accounts, Nikki Haley. She got the most votes for the republican gubernatorial nomination 49 percent.

She didn't get 50 percent plus one, so there could be a runoff in two weeks against Gresham Barrett, unless he decides to drop out because he didn't do that well. He only got about 20 percent of the vote. Are we reading too much into the women issue right now because the women are doing well.

JACOBUS: Yes. And especially the republican women and I say it's about time. You know? I think it's great we have a slew of wonderful candidates out there. And we still have the impact of Sarah Palin in these primaries. So, you know I like the fact that there are so many and that we're even having trouble naming them and counting them. It hasn't always been that way. So, you know, wouldn't it be great if a few years from now we don't even take notice of their gender, but yes tonight, go, girls. You know, they're doing great. Proud of them.

BLITZER: All right, let me ask another woman, Stephanie Miller, what do you think of the women doing so well?

MILLER: Well, the republican women, not so happy about. I mean, you know I have to say, Carly Fiorina reminds me of Sarah Palin in that I don't think she's qualified. I don't think it has to do with gender. But again, Wolf, I think it's going to be race by race and state by state. So we'll see.

BLITZER: Guys, thanks very much. Stand by. I want to take a quick break. Nevada, a hugely important contest right now. Take a look at this. In Nevada right now, there's a projection by The Associated Press, the AP projecting that Sharon Angle wins that contest to face Harry Reid for the Senate in Nevada.

You know, we're going to dissect what this means right now. Stand by. A lot of news coming in on this special LARRY KING LIVE.

(COMMERCIAL BREAK)

BLITZER: All right, the women are winning the major contests tonight. All over the country in Nevada right now, the republican Senatorial candidate Sharon Angle, she is projected to win. She'll face Harry Reid in November.

Look at this, she had the strong support of Tea Party activists, 39 percent for her. That's going to be an impressive win. Sue Lowden and Danny Tarkanian both coming in behind, but AP saying Sharon Angle will win. Let's dissect what's going on across the country right now.

The Lieutenant Governor of California is joining us, Abel Maldonado. Lieutenant Governor, thanks very much. Give us your immediate reaction to what you're seeing across the country tonight.

ABEL MALDONADO (R), LIEUTENANT GOVERNOR OF CALIFORNIA: Well, obviously very happy in California to have Meg Whitman at the top. She show she's a strong candidate and will be a strong candidate in November. Carly obviously did very well. Obviously something very important to me is Proposition 14, which is the open primary. Almost 60 percent. We've called it in California. So Wolf, things are going the right way.

People are upset with government. People are upset with their politicians. They want a change and I think there's change in the air.

BLITZER: Tell us about Proposition 14, the Associated Press is projecting it has passed. This will potentially dramatically change politics in California. MALDONADO: It's pretty simple, Wolf. Under the new system that we're going to have in California, politicians are going to be accountable to the people of California, not to the party bosses in this great state of ours.

So the big winners tonight are the people of California and the big loser, the politicians and the party bosses. That's why we have deficits that go on and on and on. We have IOUs, we have a broken state because no one can come together. No one can come together and put California first. We put party first, and you know what? We must move beyond that and put California first, Wolf.

BLITZER: And basically Proposition 14 makes all future primaries open and nonpartisan. It could be a pretty dramatic change right there. Arnold Schwarzenegger, he can't seek reelection. He's term- limited as you know, but if you take a look at these two races that are shaping up for the gubernatorial contest, Meg Whitman versus Jerry Brown.

Jerry Brown, you've got to admit he's been around in California forever. And he's a formidable politician.

MALDONADO: Couldn't agree with you more. He's going to be formidable. We all know that, but Meg Whitman showed tonight that she can be formidable too.

One huge, in a very, very tough competitive race in California. So we're going to have a great candidate. I think it could be the year of the woman. I don't know in November, but all I can say is that it's going to be a good campaign and the person who's going to get elected in November is the one that can really demonstrate, that can put party politics aside and put people first.

BLITZER: There are going to be two women running for the Senate from California -- Carly Fiorina, she is relatively new to politics against Barbara Boxer who's been a fighter. She's been around in California as you know for a long time. She knows how to take a bunch and also knows how to give one.

MALDONADO: She does. There's no secret. Barbara Boxer is going to be a tough candidate to beat. We all know that, but Carly Fiorina is going to be a tough candidate too. She's shown that she's a tough campaigner.

She beat folks in her party today that were very strong candidates also. So we're going to have some great races, but Proposition 14 in the future, Wolf, is really going to be a game changer for California because it's going to make politicians accountable to the people, not to the party bosses, and as we go in California, so goes the rest of the nation. You watch, it will be in other states pretty soon.

BLITZER: What does Arnold Schwarzenegger do next?

MALDONADO: Well, I love Arnold. I think he's a great guy. He had a lot to do with Proposition 14. I don't know what he does next. He never says anything. He holds it close to the chest, but I can tell you this, he'll be involved in this great state because he loves California because California has given everything to him and his family.

BLITZER: Will he aggressively, do you believe, campaign for Carly Fiorina and Meg Whitman, the Republican candidates?

MALDONADO: You know, I don't know, I haven't asked him that question, but I know that Arnold cares about this great state and whoever he knows that -- whoever he thinks will be the best candidate for the state, he will and I'm sure that he'll be supporting the best candidate out there, and obviously Carly and Meg.

BLITZER: How worried are you that as a republican that the president of the United States will go in and campaign for the democratic candidates, Jerry Brown and Barbara Boxer?

MALDONADO: Wolf, there's no secret. You worry when the president of the United States comes in, but at the end of all this process, it's really up to the people of California. And the people of California are disappointed with status quo.

They want change. They want a government that works for them. Not a government that works against them. I believe that we're going to have a great ticket in California. A ticket that reflects California and a ticket that has diversity. Two women at the top of California? That's something new. That's great for California.

BLITZER: Women are winning all over the country. Abel Maldonado, thanks very much for coming in -- the lieutenant governor of California. All right, we got a lot more numbers coming in. A lot more analysis come up. Stay with us. This is a special LARRY KING LIVE.

In South Carolina, Nikki Haley, she gets the most votes, but she didn't get 50 percent plus 1. She could face a runoff against Gresham Barrett who came in second unless he decides to drop out. Nikki Haley would have that runoff in two weeks if necessary.

And finally in Nevada, Sharon Angle, who's got a lot of support from the Tea Party movement. She will face Harry Reid in November, the Senate Majority leader, a dramatic win for Sharon Angle.

Let's discuss this with Errol Louis. He's a CNN contributor. He's a columnist for the "New York Daily News." Here's here in D.C. and John Avlon is also joining us, our CNN contributor senior political columnist for thedailybeast.com. Also the author of the excellent book "Wing Nuts: How the Lunatic Fringe is Hijacking" remind me, hijacking what?

JOHN AVLON, CNN CONTRIBUTOR: America.

BLITZER: That's correct. John Avalon has a good book.

Errol Lewis is a smart guy, too. John, first to you. What do you think? First of all, five key races, five women win.

AVLON: It's great. It's overdue. I don't think this is the year of the women headline, though. I mean each of the women who's won represent something different.

I think the big headline -- if you look at, I think the two biggest races, Blanche Lincoln's come-from-behind-victory, I mean she's Lazarus in this one. People were writing her political obituary. She's back.

And Whitman-Fiorina. I think the headline really is the center strikes back. These are big wins from a centrist democrat and a centrist republican and that shows a counter push, a push against some of the wins we've seen in the recent weeks and months.

ERROL LOUIS, CNN CONTRIBUTOR: Well, in Arkansas, I tell you, the turnout in Pulaski County where the black vote is concentrated --

BLITZER: That's Little Rock, right?

LOUIS: -- actually - Little Rock, right -- actually made a difference here. I mean if you go back to the shot you had when you had her talking about her victory --

BLITZER: Blanche Lincoln?

LOUIS: Blanche Lincoln surrounded by what looked like her black base. And it's a very interesting split I think between the labor base which poured $10 million into this and made it a top national priority.

BLITZER: For Bill Halter, who lost.

LOUIS: For Bill Halter, and Blanche Lincoln just took a different part of the Democratic base.

BLITZER: Do you agree Bill Clinton, who campaigned for Blanche Lincoln still has the magical touch in Arkansas?

LOUIS: Absolutely. I mean, and it's national. I mean you've got to understand that when democrats don't work together they're not going to win. I think that's a big wakeup call to them nationally, and if labor and other parts of the democratic base don't get it together, they're in for a lot of trouble, because let's keep in mind, Blanche Lincoln is going to have a very tough time in the general election.

BLITZER: John, is it going to help her or hurt her if the president of the United States comes into Arkansas. I assume it's going to help her dramatically if Bill Clinton comes into Arkansas, but what about Barack Obama?

AVLON: Well, I think Bill Clinton is a bigger boost in Arkansas than Barack Obama but you've got to remember a couple of things. First of all, Blanche Lincoln's seat has been held by a democrat for 130 years and yes, the state has befriended a republican and conservative, but she's got a strong claim to make.

I mean she's clearly claimed the center here. She's been attacked from the left. In some ways, that helps her with independent voters who are skeptical of a democrat being too attached either to A, the administration of the left wing of the democratic party.

She's got her centrist bonafidas. I mean big labor took a big swing and it missed against her today. $10 million spent, she's still standing.

BLITZER: Big setback for labor, Errol, isn't it?

LOUIS: Absolutely, and the White House is putting out messages saying that they basically they threw away $10 million that could have been better spent doing other things around the country which is probably true. They're going to have to patch up some of the hurt feelings that came out of this.

BLITZER: Let's talk about California for a moment, John first to you. Carly Fiorina is going to be facing Barbara Boxer in November. A lot of money is going to be spent in California. It's going to be a tough battle.

AVLON: It is. It's going to be a fascinating race because really, I mean you've got Barbara Boxer, a liberal democrat, three- term incumbent, surprisingly vulnerable, facing probably the toughest challenge she's had. And you've got the republican party putting forward two women at the top of their ticket.

You know, Whitman for governor, Fiorina for Senate. That's a big deal. It sends a real message. The republican party, only 30 percent of the electorate in California, they need to appeal to independent voters. Over 27 percent of the electorate to get across the top.

Whitman's got the ability to do that. We'll see if Fiorina does, especially in contrast to Boxer. Republicans should feel good tonight about where they are in a state that's not been hospitable to them for a long time.

BLITZER: As you know, Errol, mid-term elections you got to get turnout. You got to energize that base. Who's going to be more energized in California now that we know the governor's race and senate race?

LOUIS: Well, the republicans are going to be very charged up because this in some ways, that's their last gasp. I mean, and that Proposition is really more to the point.

BLITZER: Proposition 14.

LOUIS: Proposition 14. I mean what that's really about. Just as John pointed out, they're a shrinking minority and they're not going to make a comeback unless they got a rules change and it appears that they've gotten it, where they can sort of -- if they can make it into a runoff, they'll have a shot.

If it were party politics as usual, it would be a blue state from top to bottom and you'd have a sprinkling of members of Congress and some members of the state legislature and that would be it.

BLITZER: I want both of you to weigh in on Nikki Haley who is getting the most votes for the republican nomination, the gubernatorial nomination in South Carolina to succeed Mark Sanford. Stand by. We'll be right back.

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BLITZER: Nikki Haley gets the most votes in South Carolina but didn't get 50 percent plus one so she could face a runoff in two week against Gresham Barrett. John Avlon, what do you think about this? She had some controversy. Two men say they had an extramarital affair. She flatly denies it. She gets the most votes in this republican gubernatorial primary.

AVLON: She does. I mean I love South Carolina, but it's politics. It looked like a circus for a while. But this is actually an extraordinary story. Separate the innuendo and the rumors for a second and appreciate this. A 38-year-old woman, first elected in 2004, protege of Governor Sanford, comes and gets 49 and change percent of the race. Indian American.

Also that's significant. The republican party is in a position to field two Indian American southern governors. Now that's an extraordinary thing and it's a great step towards more diversity in American politics. Not over yet. We'll see if there is a runoff or if the second candidate drops out, saying he won't right now. But a very strong showing by someone who was really unknown in South Carolina politics at the beginning of a decade ago.

BLITZER: Indiana American governor of Louisiana, Bobby Jindal. We're talking about somebody whose parents who came from the subcontinent, not American Indian. She did show a dramatic impressive win, even though she didn't get the 50 percent plus one vote she need to avoid a runoff.

LOUIS: And interestingly enough, even as these innuendo, these rumors came up, she handled it the way a male politician would be proud to handle it. She's very forceful, she rebutted it. It was the talk of the town. It probably helped her more than it hurt her in the end just because it boosted her visibility and name recognition. We're seeing a different kind of woman politics out there.

BLITZER: In Nevada, John, Sharon Angle -- the darling of the Tea Party movement there, she captures the republican senatorial nomination, sort of like Rand Paul did in Kentucky. She'll face Harry Reid. What do you think?

AVLON: Major upset against the establishment candidate, Sue Lowden. Again, an extraordinary story, somebody who really was propelled by the Tea Party movement. Didn't have a full time staffer. As of May, started out without just over $100,000 in the bank. A major upset.

But here's the cautionary tale that comes with the Tea Party momentum. After the BP oil spill, as Americans are taking this in, are people really going to want to vote for a candidate who favors abolishing the Department of Energy and the EPA. So that's one of the real challenges that she's going to be facing come this general election. Harry Reid, very vulnerable. We've seen democratic leaders taken out before, like Tom Daschle. But he may have really gotten a win by having Sharon Angle instead of Sue Lowden to face in the fall.

BLITZER: All right, what do you think, Errol?

LOUIS: Absolutely. This is a clear victory for the Tea Party. As with everything with the Tea Party, it's not clear whether or not it's going to work out for them. They had a string of defeats by the way in Virginia. We didn't even get a chance to talk about that tonight, but the Tea Party folks are going to be characterized as extremists. That's Reid's really only hope and I think he's probably pretty satisfied that he got the opponent he wanted.

BLITZER: He's going to have to work hard between now and November --

LOUIS: No question.

BLITZER: -- if he wants to stay as the Senate Majority Leader. Guys, thanks very much. Errol Louis and John Avlon. Stay with CNN for complete coverage. I'll be back tomorrow in "The Situation Room." Larry King will be back tomorrow, his special guest Oliver Stone.